Securities and Exchange Commission v. AT&T Inc.

Background

The court considered three remaining requests by nonparty financial institutions to seal or redact materials filed in the case. The requests involved compliance manuals, deposition testimony, Excel models, and an expert-report excerpt. The court had previously directed the institutions to limit redactions to the minimum necessary.

Citi’s request

Citi asked to redact parts of its compliance manuals concerning material nonpublic information. After the court directed Citi to submit proposed redactions, Citi did not respond. The court therefore denied Citi’s request in its entirety and directed the parties to file unredacted versions of Citi’s compliance materials by July 7, 2022.

Deutsche Bank’s requests

Deutsche Bank sought to redact some deponents’ general employment histories and parts of its compliance manual. The court denied the request concerning employment histories because Deutsche Bank had not submitted proposed redactions or explained specifically how the testimony implicated privacy interests. The court stated that the cited authority supported protecting genuinely sensitive information, such as tax information, disciplinary histories, email addresses, or home addresses—not general work histories. The denial was without prejudice to Deutsche Bank’s right to identify specific sensitive portions and submit a new request by July 7, 2022. If it did not do so, the parties were directed to file unsealed and unredacted deposition transcripts by July 8, 2022.

The court granted Deutsche Bank’s request to redact its compliance manual. Although the manual was heavily redacted, Deutsche Bank was not proposing to redact portions relevant to the litigation, and the court found that the manual contained confidential information properly kept nonpublic.

Wells Fargo’s requests

Wells Fargo sought to seal native and PDF versions of Excel models containing proprietary formulas and calculations, an internal compliance manual and bulletin, deposition testimony discussing those materials, and an expert-report excerpt describing the formulas. It later narrowed the request. The Securities and Exchange Commission opposed the proposed redactions to the deposition testimony and objected to broad sealing of the compliance materials.

The court denied Wells Fargo’s request to redact the deposition testimony. The testimony described, at a general level, formulas projecting equipment revenue, including a postpaid-upgrade estimate, and earlier consideration of subscriber numbers and upgrade rates. The court found that this information was too general to permit reverse-engineering or reveal the models’ mechanics.

The court rejected Wells Fargo’s request to seal its compliance materials wholesale. Those materials included nonconfidential information about policy scope, general compliance terms, penalties, Regulation FD, and compliance with that regulation. The court also found the materials relevant to pending summary judgment motions concerning analysts’ training and knowledge of procedures for receiving material nonpublic information. Wells Fargo was given until July 1, 2022, to propose limited redactions of discrete portions.

The court granted Wells Fargo’s motion to seal the native Excel models and granted its request to redact portions of expert reports describing the models and their formulas. The court found the models proprietary and confidential and approved the proposed expert-report redactions. In its conclusion, the court stated that Wells Fargo’s motion was granted as to those materials and denied as to the remainder. The clerk was directed to close the motion at docket 230.